What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2021-03-23 compared with 2020-03-30 · 199 added, 182 removed, 773 unchanged (33% of the section changed)

Risks related to our Business and Industry

We have a limited operating history

7 unchanged sentences

Additionally, if we are not successful in growing revenues and controlling costs,

we will not maintain profitable operations or positive cash flow, and even if we achieve profitability in the future,

we may not be able to sustain profitability in subsequent periods.

Absent a significant increase in revenue or additional equity

or debt financing, we may not be able to sustain our ability to continue as a going concern.

we will not maintain profitable operations or positive cash flow, and even if we achieve profitability in the future, we may not

be able to sustain profitability in subsequent periods.

Absent a significant increase in revenue or additional equity or debt financing,

we may not be able to sustain our ability to continue as a going concern.

Because we have a limiting operating

2 unchanged sentences

and have had limited operations to date.

Therefore, we have a limited operating history upon which to evaluate the merits

of investing in our company.

The likelihood of success must be considered in light of the problems, expenses, difficulties, complications

and delays encountered in connection with the operations that we plan to undertake.

These potential problems include, but are not

limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional

costs and expenses that may exceed current estimates.

Therefore, we have a limited operating history upon which to evaluate the merits of investing

in our company.

The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and

delays encountered in connection with the operations that we plan to undertake.

These potential problems include, but are not limited

to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs

and expenses that may exceed current estimates.

However, we expect to continue generating revenues.

Additionally, we

recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations.

If we are unsuccessful in addressing these risks, our business will most likely fail.

Additionally, we recognize

that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations.

unsuccessful in addressing these risks, our business will most likely fail.

We require significant funding to develop, manufacture

35 unchanged sentences

We outsource our product manufacturing

and procurement, decreasing quality, reliability and protectability.

and are susceptible to problems in connection with procurement, decreasing quality, reliability and protectability.

We assemble our

4 unchanged sentences

our ability to quickly increase or decrease production rates.

Our business operations and financial

performance may be affected by the recent coronavirus outbreak in China.

The recent outbreak of coronavirus in China is spreading globally

and is expected to adversely affect the economic conditions throughout the world.

The outbreak has slowed the economic growth in

China and in the United States.

With the spread of the Coronavirus to the United States and other countries, it is unclear how

economic activity and workflows might be impacted on a worldwide basis.

Many employers in the United States are requiring their

employees to work from home or not come into their office.

If the outbreak continues and conditions worsen, we may experience a

disruption in our supply chain as well as a decline in sales activities and customer orders.

The impact of the Coronavirus on our

operations is uncertain at this time, but we do know that one of our manufacturers experienced a closure of unknown duration.

the rapidly changing situation related to this pandemic, we believe it could have a material adverse effect on our business, financial

conditions and results of operations.

We outsource the manufacturing of key elements of our

quantum light meters and air filters to a single manufacturing partner, with whom we do not have a formal contractual relationship.

operations and financial performance may be affected by the coronavirus pandemic.

The coronavirus pandemic has adversely

affected economies throughout the world.

With the continued spread of the coronavirus in the United States and other countries,

it is unclear how economic activity and workflows might be impacted on a worldwide basis.

Many employers in the United States

are requiring their employees to work from home or not come into their office.

If the pandemic continues and conditions worsen,

we may experience a disruption in our supply chain as well as a decline in sales activities and customer orders.

The impact of

the coronavirus on our operations is uncertain at this time.

Given the rapidly changing situation related to this pandemic, we

believe it could have a material adverse effect on our business, financial conditions and results of operations.

We outsource the manufacturing of

key elements of our quantum light meters and air filters to a single manufacturing partner, with whom we do not have a formal contractual

relationship.

We outsource the

7 unchanged sentences

making up our devices or to repair special tooling.

In addition, as of the date of this annual report, we do not have a formal

development and manufacturing agreement under which we and Tianjin Guanglee operate.

Although we continue to operate under the

terms of an oral agreement, and we believe there are a multitude of manufacturers that could quickly replace Tianjin Guanglee,

In addition, as of the date of this prospectus, we do not have a formal development

and manufacturing agreement that regulates our business relationship with Tianjin Guanglee.

Although we continue to operate under

the terms of an oral agreement, and we believe there are a multitude of manufacturers that could quickly replace Tianjin Guanglee,

our manufacturing operations could be adversely impacted if we are unable to enforce Tianjin Guanglee’s performance.

Our potential inability to adequately

protect our intellectual property during the outsource manufacturing of our filtration products in China could negatively

impact our performance.

protect our intellectual property during the outsource manufacturing of our filtration products in China could negatively impact

our performance.

In connection with our manufacturing outsourcing

13 unchanged sentences

The size and future growth in the

market for our Ubiquitor device or our power line communication technology under development has not been established with precision

and may be smaller than we estimate, possibly materially.

If our estimates and projections overestimate the size of this market,

our sales growth may be adversely affected.

market for our Ubiquitor device or our PLC technology under development has not been established with precision and may be smaller

than we estimate, possibly materially.

If our estimates and projections overestimate the size of this market, our sales growth

may be adversely affected.

Our estimates of the size and future growth

in the market for our Ubiquitor device or our power line communication technology under development is based on a number of internal

studies, reports and estimates.

In addition, our internal estimates are based in large part on current feedback from clients using

current generation technology and our belief is that the use and implementation in the United States and worldwide will be extensive.

While we believe we are using effective tools in estimating the total market for Ubiquitor device or our power line communication

technology, these estimates may not be correct and the conditions supporting our estimates may change at any time, thereby reducing

the predictive accuracy of these underlying factors.

The actual demand for our products or competitive products, could differ materially

from our projections if our assumptions are incorrect.

As a result, our estimates of the size and future growth in the market for

Ubiquitor device or our power line communication technology may prove to be incorrect.

If the demand is smaller than we have estimated,

it may impair our projected sales growth and have an adverse impact on our business.

in the market for our Ubiquitor device or our PLC technology under development is based on a number of internal studies, reports

and estimates.

In addition, our internal estimates are based in large part on current feedback from clients using current generation

technology and our belief is that the use and implementation in the United States and worldwide will be extensive.

While we believe

we are using effective tools in estimating the total market for Ubiquitor device or our PLC technology, these estimates may not

be correct and the conditions supporting our estimates may change at any time, thereby reducing the predictive accuracy of these

underlying factors.

The actual demand for our products or competitive products, could differ materially from our projections if

our assumptions are incorrect.

As a result, our estimates of the size and future growth in the market for Ubiquitor device or our

power line communication technology may prove to be incorrect.

If the demand is smaller than we have estimated, it may impair our

projected sales growth and have an adverse impact on our business.

If we are unable to properly forecast

74 unchanged sentences

possible to find alternative suppliers, changing to new suppliers could delay production and affect the quality of certain products.

Changes in tariffs, import or

export restrictions, Chinese regulations or other trade barriers may reduce gross margins.

Changes in tariffs, import or export

restrictions, Chinese regulations or other trade barriers may reduce gross margins.

We currently source products from manufacturers

81 unchanged sentences

Our ability to generate significant sales and profit margin from the Ubiquitor device;

Worldwide market conditions and demand for sensor devices and other products we may continue to

add as we move forward;

Worldwide market conditions and demand for sensor devices and other products we may continue to add as we move forward;

Our success in meeting targeted availability dates for our products and services;

Our ability to develop and commercialize new intellectual property and to protect existing intellectual

Our ability to develop and commercialize new intellectual property and to protect existing intellectual property;

Our ability to maintain profitable relationships with our distributors, retailers and other resellers;

2 unchanged sentences

Our ability to comply with applicable legal requirements throughout the world;

Our ability to successfully manage litigation, including enforcing our rights, protecting our interests

and defending claims made against us.

Our ability to successfully manage litigation, including enforcing our rights, protecting our interests and defending claims made against us.

These factors

1 unchanged sentence

demand for and sales of our products.

The size and future growth in the

market for our Ubiquitor device or our power line communication technology under development has not been established with precision

and may be smaller than we estimate, possibly materially.

If our estimates and projections overestimate the size of this market,

our sales growth may be adversely affected.

Our estimates

of the size and future growth in the market for our Ubiquitor device or our power line communication technology under development

is based on a number of internal studies, reports and estimates.

In addition, our internal estimates are based in large part on

current feedback from clients using current generation technology and our belief is that the use and implementation in the United

States and worldwide will be extensive.

While we believe we are using effective tools in estimating the total market for Ubiquitor

device or our power line communication technology, these estimates may not be correct and the conditions supporting our estimates

may change at any time, thereby reducing the predictive accuracy of these underlying factors.

The actual demand for our products

or competitive products, could differ materially from our projections if our assumptions are incorrect.

As a result, our estimates

of the size and future growth in the market for Ubiquitor device or our power line communication technology may prove to be incorrect.

If the demand is smaller than we have estimated, it may impair our projected sales growth and have an adverse impact on our business

unable to properly forecast future demand of our products, our production levels may not meet demands, which could negatively impact

our operating results.

Our ability to

manage our inventory levels to meet our customer's demand for our products is important for our business.

Our production levels

and inventory management are based on demand estimates six to twelve months forward taking into account supply lead times, production

capacity, timing of shipments, and dealer inventory levels.

If we overestimate or underestimate demand for any of our products

during a given season, we may not maintain appropriate inventory levels, which could negatively impact our net sales or working

capital, hinder our ability to meet customer demand, or cause us to incur excess and obsolete inventory charges.

The Ubiquitor

4 unchanged sentences

Any lack of market acceptance of the Ubiquitor;

Failure to maintain acceptable arrangements with product suppliers, particularly in light of lower

than anticipated volumes;

Manufacturing, technical, supplier, or quality-related delays, issues or concerns, including the

loss of any key supplier or failure of any key supplier to deliver high quality products on time;

Failure to maintain acceptable arrangements with product suppliers, particularly in light of lower than anticipated volumes;

Manufacturing, technical, supplier, or quality-related delays, issues or concerns, including the loss of any key supplier or failure of any key supplier to deliver high quality products on time;

Potential declines in demand for sensor devices;

5 unchanged sentences

Our Ubiquitor device greatly depends

on the growth and adoption of theIoT market, and other next-generation internet and smartphone-based applications.

on the growth and adoption of the IoT market, and other next-generation internet and smartphone-based applications.

The Internet may ultimately prove not to be a viable commercial

marketplace for IoT applications for a number of reasons, including:

unwillingness of consumers to shift to and use other such next-generation Internet-based, smartphone-assisted

applications;

unwillingness of consumers to shift to and use other such next-generation Internet-based, smartphone-assisted applications;

refusal to purchase our products and services;

perception by end-users with respect to the quality of our wireless sensors in an industry historically

dominated by wired sensors;

perception by end-users with respect to the quality of our wireless sensors in an industry historically dominated by wired sensors;

inadequate development of smartphone infrastructure to keep pace with increased levels of use;

increased government regulations in a relatively unregulated marketplace.

There is a risk that the market will not adapt to using

the smartphone readout as a substitute platform for sensor devices, causing our products to fail in the marketplace.

There is a risk that the market will

not adapt to using the smartphone readout as a substitute platform for sensor devices, causing our products to fail in the marketplace.

There is a risk that the market will not

9 unchanged sentences

with new components could increase our costs unexpectedly.

Using wireless transmission technologies such as Wi-Fi

and Bluetooth may create security risks.

Using wireless transmission technologies

such as Wi-Fi and Bluetooth may create security risks.

There is also a risk of failure based on

30 unchanged sentences

our reputation among our current and potential clients and cause us to lose business and revenue.

Product liability associated

with the production, marketing and sale of our products, and/or the expense of defending against claims of product liability,

could materially deplete our assets and generate negative publicity which could impair our reputation.

Product liability associated with

the production, marketing and sale of our products, and/or the expense of defending against claims of product liability, could

materially deplete our assets and generate negative publicity which could impair our reputation.

The production, marketing and sale of digital

5 unchanged sentences

Because we may not be able to obtain

insurance that provides us with adequate protection against all or even some potential product liability claims, a successful

claim against us could materially deplete our assets.

Moreover, even if we are able to obtain adequate insurance, any claim against

us could generate negative publicity, which could impair our reputation and adversely affect the demand for our products, our ability

insurance that provides us with adequate protection against all or even some potential product liability claims, a successful claim

against us could materially deplete our assets.

Moreover, even if we are able to obtain adequate insurance, any claim against us

could generate negative publicity, which could impair our reputation and adversely affect the demand for our products, our ability

to generate sales and our profitability.

9 unchanged sentences

to obtain product liability insurance;

to indemnify manufacturers against liabilities resulting from the

sale of our products.

to indemnify manufacturers against liabilities resulting from the sale of our products.

If we are not able to obtain and maintain

adequate product liability insurance, then we could be in breach of these agreements, which could materially adversely affect

our ability to produce our products and generate revenues.

adequate product liability insurance, then we could be in breach of these agreements, which could materially adversely affect our

ability to produce our products and generate revenues.

Even if we are able to obtain and maintain product liability insurance,

1 unchanged sentence

or distributors for their losses, which could materially deplete our assets.

We may not be able to identify suitable acquisition targets

or otherwise successfully implement a growth strategy reliant on mergers and acquisitions.

We may not be able to identify suitable

acquisition targets or otherwise successfully implement a growth strategy reliant on mergers and acquisitions.

In order to expand our business, we hope

57 unchanged sentences

public company would be in jeopardy in which event you could lose your entire investment in our Company.

Our officers, directors, consultants

and advisors are involved in other businesses and not obligated to commit their time and attention exclusively to our business

and therefore they may encounter conflicts of interest with respect to the allocation of time and business opportunities between

our operations and those of other businesses.

Some of our officers, directors,

consultants and advisors are involved in other businesses and not obligated to commit their time and attention exclusively to our

business and therefore they may encounter conflicts of interest with respect to the allocation of time and business opportunities

between our operations and those of other businesses.

Another example of a conflict of interest

18 unchanged sentences

with our consultants or advisors.

concluded that we have not maintained effective internal control over financial reporting through the year ended December 31, 2019

concluded that we have not maintained effective internal control over financial reporting through the years ended December 31,

2020 and December 31, 2019.

Significant deficiencies and material weaknesses in our internal control could have material adverse effects

Significant deficiencies and material weaknesses in our internal control could have material adverse

effects on us.

It is important

22 unchanged sentences

In connection

with the audit of our financial statements as of and for the year ended December 31, 2019 and 2018, we identified significant deficiencies

in our internal control over financial reporting and a general understanding of U.S.

As such, there is a reasonable possibility

that a misstatement of our financial statements will not be prevented or detected on a timely basis.

with the audit of our financial statements as of and for the years ended December 31, 2020 and 2019, we identified significant

deficiencies in our internal control over financial reporting and a general understanding of U.S.

As such, there is a reasonable

possibility that a misstatement of our financial statements will not be prevented or detected on a timely basis.

As we have thus

9 unchanged sentences

Specifically:

We have hired additional outside consultants and will hire qualified personnel in our accounting

department, especially to add an experienced accountant in a controller capacity.

We will continue to evaluate the structure of

the finance organization and add resources as needed;

we are implementing additional internal reporting procedures, including those designed to add depth

to our review processes and improve our segregation of duties;

we are updating our systems so that we may collect the necessary information to enable us to more

effectively monitor and comply with applicable filing requirements on a timely basis;

we are in the process of documenting, assessing and testing our internal

control over financial reporting as part of our efforts to comply with Section 404 of the Sarbanes-Oxley Act.

We have hired additional outside consultants and will hire qualified personnel in our accounting department, especially to add an experienced accountant in a controller capacity.

We will continue to evaluate the structure of the finance organization and add resources as needed;

we are implementing additional internal reporting procedures, including those designed to add depth to our review processes and improve our segregation of duties;

we are updating our systems so that we may collect the necessary information to enable us to more effectively monitor and comply with applicable filing requirements on a timely basis;

we are in the process of documenting, assessing and testing our internal control over financial reporting as part of our efforts to comply with Section 404 of the Sarbanes-Oxley Act.

Although we plan

4 unchanged sentences

submitted to the stockholders of the Company.

One of our Directors owns 35.14 %

of the outstanding shares of our common stock as of the date of this annual report.

Accordingly, Directors have a significant influence

in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all

or substantially all of our assets.

Our CEO and one of our directors, Dr.

Wang, owns 35.14% of the outstanding shares of our common stock as of the date of this prospectus and after a fully subscribed

offering will own 33.27%.

Two of our directors together own over 50% of the outstanding shares of our common stock and after a

fully subscribed offering will still own over 50% of the outstanding shares of our common stock.

Accordingly, Directors have a

significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations

and the sale of all or substantially all of our assets.

They also have the power to prevent or cause a change in control.

The interests of our directors

may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other

shareholders.

The interests

of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous

to other shareholders.

Management currently beneficially owns

6 unchanged sentences

Amendment to the Company’s Articles of Incorporation or Bylaws;

Adoption of measures that could delay or prevent a change in control

or impede a merger, takeover or other business combination.

Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.

These stockholders have complete control

71 unchanged sentences

Risks Related to the Ownership of our

Commons Stock

There is a very limited public (trading)

49 unchanged sentences

issuance of capital stock and derivative securities.

As of December 31, 2019, we had 40,959,741

As of February 12, 2021, we had 40,959,741

shares of common stock outstanding and no shares of preferred stock outstanding.

72 unchanged sentences

be able to maintain our NASDAQ listing in the future.

In the event we are unable to maintain compliance with NASDAQ continued

listing standards and our common stock is delisted from NASDAQ, it could likely lead to a number of negative implications,

including an adverse effect on the price of our common stock, reduced liquidity in our common stock, the loss of federal preemption

of state securities laws and greater difficulty in obtaining financing.

In the event of a delisting, we would take actions to restore

our compliance with NASDAQ’s continued listing standards, but we can provide no assurance that any such action taken by us

would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent

In the event we are unable to maintain compliance with NASDAQ continued listing

standards and our common stock is delisted from NASDAQ, it could likely lead to a number of negative implications, including an

adverse effect on the price of our common stock, reduced liquidity in our common stock, the loss of federal preemption of state

securities laws and greater difficulty in obtaining financing.

In the event of a delisting, we would take actions to restore our

compliance with NASDAQ’s continued listing standards, but we can provide no assurance that any such action taken by us would

allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent

our common stock from dropping below the NASDAQ minimum bid price requirement or prevent future non-compliance with NASDAQ’s

9 unchanged sentences

equal or exceed $1 billion (subject to adjustment for inflation), (b) the last day of the fiscal year following the fifth anniversary

of its initial public offering, (c) the date on which Focus Universal has, during the previous three-year period, issued

more than $1 billion in non-convertible debt securities, or (d) the date on which Focus Universal is deemed a “large accelerated

of its initial public offering, (c) the date on which Focus Universal has, during the previous three-year period, issued more than

$1 billion in non-convertible debt securities, or (d) the date on which Focus Universal is deemed a “large accelerated filer”

(with at least $700 million in public float) under the Exchange Act.”).

19 unchanged sentences

it will not be required to:

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b)

of the Sarbanes-Oxley Act;

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board

regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the

audit and the financial statements (i.e., an auditor discussion and analysis);

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay”

and “say-on-frequency;”

disclose certain executive compensation related items such as the

correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act

43 unchanged sentences

post-acquisition growth effectively, our business could be adversely affected.

We anticipate that a significant expansion

of our operations and addition of operating subsidiaries, new personnel may be required in all areas of our operations in order

to continue to implement our post-acquisition business plan.

Our future operating results depend to a large extent on our ability

to manage this expansion and growth successfully.

For us to continue to manage such growth, we must put in place legal and accounting

systems and implement human resource management and other tools.

We have taken preliminary steps to put this structure in place.

We anticipate that as a result of the significant

expansion of our operations and addition of operating subsidiaries, new personnel may be required in all areas of our operations

in order to continue to implement our post-acquisition business plan.

Our future operating results depend to a large extent on

our ability to manage this expansion and growth successfully.

For us to continue to manage such growth, we must put in place legal

and accounting systems and implement human resource management and other tools.

We have taken preliminary steps to put this structure

However, there is no assurance that we will be able to successfully manage this anticipated rapid growth.

A failure to manage our

growth effectively could materially and adversely affect our profitability.

manage our growth effectively could materially and adversely affect our profitability.

Increasing competition within our

2 unchanged sentences

new competitors are entering the market frequently.

These competing companies may have significantly greater financial

and other resources than we have and may have been developing their products and services longer than we have been developing ours.

Although our portfolio of products and related revenue stream sources are broad, increasing competition may have a negative impact

on our profit margins.

These competing companies may have significantly greater financial and other

resources than we have and may have been developing their products and services longer than we have been developing ours.

our portfolio of products and related revenue stream sources are broad, increasing competition may have a negative impact on our

profit margins.

The success of our smart home installation

17 unchanged sentences

The reason we believe that we could become competitive in this market segment is because we anticipate integrating

the Ubitquitor device into AVX’s smart home installations.

the Ubiquitor device into AVX’s smart home installations.

However, there is no guarantee that we can integrate the Ubiquitor

5 unchanged sentences

to distinguish us from amongst the competition in this market segment.

Risks related to the COVID-19 pandemic.

COVID-19 pandemic may adversely affect our business, results of operations, financial condition, liquidity, and cash flow.

The outbreak of COVID-19 originating in

Wuhan, China, sometime around December 2019, has since rapidly increased its exposure globally.

On March 11, 2020, the World Health

Organization declared the outbreak a pandemic.

The pandemic has impacted and may further impact the United States and the broader

economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital

markets, foreign currency exchange rates and interest rates.

Due to the speed with which the situation is developing, the global

breadth of its spread and the range of governmental and community reactions thereto, there is uncertainty around its duration,

ultimate impact and the timing of recovery.

Therefore, the pandemic could lead to an extended disruption of economic activity and

the impact on our consolidated results of operations, financial position, and cash flows could be material.

As a result of the adverse impact that

the COVID-19 pandemic is having on our economy and the economies of the countries in which we plan to do business, the pandemic

may affect our operations, including our supply chain distribution systems, production levels and research and development activities.

In addition, any preventive or protective actions that governments implement or that we adopt in response to the COVID-19 pandemic,

such as travel restrictions, quarantines, and limited operations of governmental agencies, may interfere with the ability of our

employees, vendors, and suppliers to perform their respective responsibilities and obligations relative to the conduct of our business.

Additionally, government regulations that have been imposed in response to the COVID-19 pandemic may cause delays our freight processes,

which would result in higher shipping costs.

In addition, social distancing guidelines could have an adverse impact on our research

and development activities as our laboratories are not operating at full capacity.

The impact of the COVID-19 pandemic on

the global financial markets may reduce our ability to access capital, which could negatively impact our short-term and long-term

Further, the resulting global economic downturn has negatively impacted the ability of certain of our customers to make

payments on a timely basis, adversely impacting our cash flows from operations.

We do not yet know the full extent of the impact

of the COVID-19 pandemic or its resulting economic impact, which could have a material adverse effect on our liquidity, capital

resources, operations, and business.

We are also monitoring the impact of COVID-19

on our talent recruitment and retention efforts.

If members of our management and other key personnel in critical functions across

our organization are unable to perform their duties or have limited availability due to COVID-19, we may not be able to execute

on our business strategy and/or our operations may be negatively impacted.

The loss or limited availability of the services of

one or more of our executive officers or other key personnel, or our inability to recruit and retain qualified executive officers

or other key personnel in the future could, at least temporarily, have a material adverse effect on our business, financial condition,

and results of operations.

Qualified individuals are in high demand, and we may incur significant costs to attract them, particularly

at the executive level.

We may face difficulty in attracting and retaining key talent for a number of reasons, including delays

in the recruiting and hiring process as a result of the COVID-19 pandemic.

Our business, financial condition, and

results of operations could be materially adversely affected by unfavorable results in future employment litigation matters as

a result of COVID-19.

Our employees may sue us due to possible exposure to COVID-19 while working at one of our facilities or sites.

In addition, employees may challenge decisions to implement protective measures such as contact tracing on the basis of local privacy

laws due to the increased collection of employee medical information.

Litigation matters, regardless of their merits or their ultimate

outcomes, are costly, divert management’s attention and may materially adversely affect our reputation and demand for our

We cannot predict with certainty the eventual outcome of litigation matters.

An adverse outcome of litigation or legal

matters could result in us being responsible for paying significant damages.

Any of these negative effects resulting

from litigation matters could materially adversely affect our business, financial condition or results of operations.

To the extent

the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of

the other risks described in this Annual Report on Form 10-K.

The extent to

which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including

new information which may emerge concerning the severity of COVID-19 and the actions taken to contain it or treat its impact.

UNRESOLVED STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors